Eyes On Me
by madpeople-saidalice
Summary: AU Season 4. There's an awkward air in the room shared by Buffy and Willow at UC Sunnydale, and Willow is determined to get to the bottom of it. And she wants to do it her way. WARNING: GRAPHIC FEMSLASH. B/W


**Eyes on Me, a Buffy the Vampire Slayer Fan Fiction**

**AU, season 4. Willow has realized she's gay and come out to Buffy without the help of Tara. Riley is not in the picture. WARNING: GRAPHIC FEMSLASH. If you have an issue with that, stop reading NOW! Willow/Buffy**

**All names, characters, places, etc. belong to Joss Whedon and company. The story, however, is mine.**

The two girls lay quietly on their beds, each with books and papers strewn around them. Buffy, who was frantically cramming for an exam the next day, had a look of extreme concentration on her face with her head buried in a thick tome. Willow, however, seemed distracted. She'd glance over at Buffy every few seconds. She'd stare for a moment, and then realize she was being weird, and go back (or at least pretend to go back) to her book.

Willow couldn't stop thinking. She may not have been babbling out loud, but her brain was in full babble mode.

_I swear Buffy's been acting oddly around me lately. I don't know what it is. I'm confused. Okay, that's not true. I do know what it is. But I'm still confused. So what if I'm gay? She's my best friend. She's supposed to love me no matter what. I still love her just as much, just the same as I always have. Okay, maybe not just the same. Well actually, yes, just the same. I've always had feelings for her. I've just never admitted it to myself. _

_But now I have. I've admitted to myself that I'm gay, and I've admitted it to her as well. And now she's acting so weird. I can't figure it out. I mean, if I make her uncomfortable, I just want her to say something. Dammit, why won't she just say something? Because I don't want to be silent and awkward. That's not the way it should be with us. You know what? I'm going to make her say something, even though I might regret it. Well, it's me we're talking about. I'll definitely regret it. _

Buffy didn't need to use her Slayer senses to feel Willow's eyes on her every few seconds. At first, she thought it was just Willow zoning out or being protective, but after a few minutes, it moved into the realm of annoying and a little creepy.

Finally, Buffy decided she couldn't take the feel of Willow's eyes flitting to her almost constantly.

"Alright Willow, what is it?" she put down her book and demanded.

"What's what?" Willow asked, unsure of how to respond.

"Why do you keep looking at me? I'm just laying here studying, minding my own business. Nothing you haven't seen me do plenty of times. Why does it warrant the watching all of a sudden?"

"I'm not watching you…" Willow replied, trying to downplay her actions.

"Oh bullshit," Buffy answered. "I can feel your eyes on me. You're not exactly subtle."

"Fine," Willow said, a sense of resolve in her voice. She swung around on her bed so she was sitting up facing Buffy. "You want to know why I've been looking at you? Because you've been acting like a weirdo, and I'm just waiting for you to start acting like one again."

"How have I been acting like a weirdo?" Buffy sputtered incredulously. "And why would I be acting like a weirdo? It's just you." She stood up facing the seated Willow.

"Oh please. Spare me the innocence and the 'I have no idea what's going on'," Willow said dryly, standing up as well. "Ever since I came out to you, you've been walking on eggshells around me."

"I have not!" Buffy exclaimed, anger starting to hint its way into her voice.

"Oh my God," Willow sighed. "I don't know why you're denying it. It's obvious to everyone. Especially me."

"Willow!" Buffy said. "I would never treat you differently because of what you told me. You're my best friend and –"

"Yeah, your best friend," Willow interrupted. "So that means that we should always be close." She started stepping towards Buffy, causing Buffy to start taking slow steps backwards. "I should always be able to tell you everything, and vice versa. You should be the first person to love me for me, and support me, and comfort me –"

"Are you saying I don't?" Buffy cried, obviously angry now. "You're honestly telling me that I don't care about you?"

Willow had forced Buffy back so far that she gently ran into the wall and stood against it, resolute. Willow stood in front of her, blocking Buffy's most direct route out.

"I'm honestly telling you that you're uncomfortable around me now, and that makes you act like you don't care. And don't bother denying it. I can see it in you, on you."

The two girls stared at each other for a moment, a wall of tension between them.

"I think you're scared. And you don't like to be scared. Because you're the big strong Slayer and nothing should rattle you."

"What could I possibly –" Buffy began.

"This." Willow grabbed Buffy's wrists and threw them against the wall over her head, then leaned in and firmly landed her lips on the blonde's.

Willow expected extreme resistance. Wriggling, fighting, or at the very least, refusal to kiss back. However, she got none of those things. Buffy wasn't exactly kissing her back, but she was not at all refusing the kiss. Willow took this as an indication to give a little more. She opened her mouth a tad and slipped her tongue along the line between Buffy's lips. To her surprise, Buffy's lips parted and the tip of Willow's tongue slid in.

Buffy felt Willow's tongue enter her mouth, and only then began to question what was going on. Either due to shock or the fact that she did not want to hurt her best friend, she had not protested when this kiss began. There was no doubt that she could overpower Willow in a heartbeat, throw her off and end this. But then the realization dawned on her; she didn't want to.

A quick nip on her bottom lip brought Buffy back to here and now, the here and now where Willow had her pinned against a wall. Buffy began responding more to the kiss, using her tongue to massage Willow's and occasionally biting down and making the redhead squirm.

Willow pushed her small body more tightly up against Buffy's, and the two began to move in tandem. They started to roll and gyrate together, deepening the kiss and starting to moan for more.

Willow detached her lips from Buffy's and kissed along her jawline up to her ear. Once there, she whispered, "I'm going to take my hands off your wrists for just a second. But don't you dare move your arms."

"And if I do?" Buffy asked playfully.

"You won't," Willow replied.

Shocked again by this side of Willow, Buffy did exactly as she asked and left her arms up and pinned against the wall as Willow released her wrists. She'd never expected the sweetest of the Scoobies to be so naughty.

Willow reached down quickly and grabbed the bottom of Buffy's white tank top, then yanked it up and off in one smooth motion. Much to her delight, Buffy was not wearing a bra, and she was finally able to get an unhindered view of Buffy's perky breasts.

Returning her hands to Buffy's arms, Willow went in to kiss her once again. This kiss had even more heat behind it, fueled by longstanding passion and desire. Willow moved her lips to Buffy's neck, where she kissed for a moment and then sucked hard, scraping the blonde's soft skin with her teeth. Buffy gasped at the force of the redhead's lips on her neck and released a soft moan when they came up off her skin.

Willow glanced up at Buffy for a moment, and Buffy could see the almost evil glint in her striking green eyes. Then Willow's head tilted back down and she began kissing her way down Buffy's sternum. She kissed over to Buffy's left breast and then took the nipple into her mouth. She began sucking on it, using her tongue to stimulate the blonde even more.

Somewhere in her brain, Buffy knew that all of this should shock her completely, but the pleasure she was experiencing had taken over and it was the only thing that mattered.

The redhead's hands slowly started sliding down Buffy's toned arms and onto her small shoulders. From there, her hands moved a little further down and caressed Buffy's breasts for a moment before sliding down her taut stomach and ending at the waistband of Buffy's jeans. Working as quickly as she could while still kissing all over Buffy's top half, she unbuttoned and unzipped the blonde's pants.

With a little help from Willow, Buffy wriggled out of her jeans and stood against the wall in just her underwear, letting Willow kiss her and touch her and allowing her body to just enjoy the sensations.

Willow once again leaned against Buffy's body and felt each beautiful curve along her own. She pressed her mouth against the blonde's and let her tongue play with Buffy's while her hands slid down the girl's back to her firm, tight ass. Willow gave it a little squeeze, and that motion awakened something in Buffy.

Realizing that she was letting the redhead have all the dominating fun, Buffy decided to take matters into her own hands. As Willow reached a high point of involvement in the current kiss, Buffy made her move.

Using just a touch of Slayer strength, Buffy shoved the redhead back so that she landed flat on her bed. Before Willow realized what had just occurred, Buffy was on all fours above her.

Willow started to move, obviously trying to find a way to give herself the upper hand once again. Buffy pushed her back down with two fingers, barely an effort at all, though the redhead felt she was powerless against it.

"Don't bother," Buffy rasped. "We both know I'm a thousand times stronger."

Conceding to this, Willow lay still for a moment, Buffy still above her. Quicker than Willow thought possible, Buffy had removed her tank top and skirt, leaving both girls in the same state of undress.

"Much better." Buffy growled, and then she dropped herself on top of the redhead so that every inch of their bare skin was touching and Willow could wrap her arms around Buffy's slender waist. Using her slight hips and her strong legs, Buffy positioned herself so that she was lying directly between Willow's long, spread legs.

After kissing for a moment in this position, Buffy released Willow's lips from hers and starting kissing in a straight line down her chin, down her sternum, to her navel, ending right at the top seam of Willow's panties. She kissed there once again, and the moan from the redhead was indication enough to Buffy that she was allowed to do what came next.

The blonde pulled off Willow's underwear and threw them on the floor, then spread the redhead's legs once again and kissed her way up her thigh. As she began using her mouth to pleasure her pale friend, Willow began to writhe and moan. She had dreamt of the feeling of being with a woman for a long time, and the fact that her first time was this, with her best friend and the love of her life, was enough to start really ramping her up. That, and Buffy was incredibly agile with her tongue.

Buffy reached up and began to massage Willow's supple breasts with one hand as she continued to pleasure her with her mouth. The double sensation was nice, but Willow wanted more.

"Don't be so gentle," she said to Buffy in as commanding a voice as she could muster. "Go ahead, be rough."

Buffy, wanting nothing more than to please the beautiful woman she was with, began to make her motions less tender. With her mouth, she started to nip and flick and bite. She curled her hand so that she was using her nails to scrape along Willow's flat stomach and tightly grab her firm breasts.

This rougher sensation was exactly what the redhead needed, and her breath became more and more shallow as she began to clench and release her muscles and emit higher, shorter moans. Buffy knew Willow was ready to climax, so she gave one last good motion with her mouth and then looked up at her pale face.

A small scream came out of Willow's open mouth and a look of pure release filled her face. It was a beautiful thing for Buffy to see. Willow was so often over-thinking and obsessing over every little situation that it was rare to see her in a moment of freedom. This release was the freest Buffy had ever seen her best friend, and she knew without a doubt that it was the most beautiful Willow had ever looked to her.

Willow looked down and saw Buffy's brown eyes glowing up at her, filled with caring, lust, passion, love, and a hint of pride. It was the pride that Willow decided to prey on.

"You look pretty pleased with yourself," Willow said, staring down the blonde as a smug smile spread across her face.

"I am pretty pleased with myself," Buffy responded, an evident air of cockiness in her voice. "I bet you were so sure that you would have to guide me, teach me, maybe even coerce me into all of this. Well, I sure as hell proved you wrong. I just dominated."

As Buffy said all this, she crawled herself back up Willow's body, her arms ending up on either side of Willow's head and her face a few inches from the redhead's.

"That was definitely wonderful, I will admit. And not exactly what I expected." Willow's arms snaked around Buffy's tiny waist once again as she was speaking. "But, just because you turned the tables on me and I can't stand it when things don't go as planned, I'm turning the tables back."

With that, she quickly flipped the blonde over onto her back and ended up above her.

Staring her down, Willow said throatily, "Now, we play things my way."

She grabbed Buffy's legs and spread them apart, sliding her hand in between and never letting her green eyes break contact with those gorgeous brown ones.

"Will?" Buffy gasped, as Willow's hand started moving between her legs. The redhead responded with a raised eyebrow.

"I'm not minding your eyes on me so much right about now."


End file.
